TERMS AND CONDITIONS OF SERVICE

Last updated: October 08, 2018

These Terms and Conditions ("Terms", "Terms and Conditions") govern your relationship with the http://www.herdwatch.ie, http://www.herdwatch.co.uk, http://www.herdwatch.com websites and Herdwatch application (the "Service") operated by FRS Herdwatch Ltd ("Herdwatch", "us", "we", or "our").

Please read these Terms and Conditions carefully before using our websites and Herdwatch application (the "Service").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

1. Provision of the Service and How to Contact us


Herdwatch provides an application named “Herdwatch” (the “Application”) which allows users to upload digital content concerning their farm, livestock and herd records (the “Content”) to the cloud using their smartphone or computer or other such device (the “Service”).
Full contact details for Herdwatch are as follows:

  • Registered Address: Derryvale, Roscrea, Co. Tipperary, Ireland
  • Contact Address: As above
  • Irish Company Registration Number: 513888
  • Email Address: info@herdwatch.com
  • Telephone Number: +353 (0)505 34400

2. Licences Granted


Herdwatch hereby grants You a non-exclusive, revocable, non sub-licensable, non-transferable license to use the Application. You hereby acknowledge that all copyright, database rights, website design, trade and service marks, logos and/or names, design rights, know-how and all other intellectual property rights (including any material used on the Application’s websites situated at http://www.herdwatch.ie, http://www.herdwatch.co.uk, http://www.herdwatch.com (“Site”)) (“Intellectual Property”) in each case whether registered or not belong to Herdwatch (or applicable licensors) and may not be used in any way whatsoever without the prior and written consent of Herdwatch.

You hereby grant to Herdwatch a non-exclusive, transferable, revocable, sub-licensable, royalty-free worldwide licence to use the Content subject to the terms and conditions of this Agreement.

3. Privacy Policy and Data Protection


Our Privacy Policy is available at www.herdwatch.com/privacy-policy

4. Warranties and Indemnity


Herdwatch warrants that it will use all reasonable skill and care in the provision of the Service but makes no warranty that the Application and/or the Site is free from viruses or anything else that has contaminating and/or destructive properties. It is always your responsibility to adopt appropriate back-up, firewall and other precautionary security measures. You warrant and represent that You are the owner or licensee of any Content that You upload, record or otherwise transmit through the Service. You warrant and represent that You shall not publish, post, upload, record or otherwise transmit anything that: (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law or statute, (iii) is defamatory, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or pornographic; (v) contains any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.

You agree not to: (1) use the Service in connection with chain letters, junk mail, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person; (2) harvest or otherwise collect information about others; (3) knowingly interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks; (4) attempt to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (5) use the Service for any illegal purposes whatsoever.

You agree to fully indemnify Herdwatch from and against all claims, liabilities, costs and expenses (including but not limited to legal fees) arising out of your use of the Service or related to any breach of this Agreement.

5. Service Availability and Limitation of liability


The Service is provided on an “as is” basis and all conditions and warranties or representations whether express or implied are fully excluded from this Agreement to the extent that they can be excluded as a matter of applicable law. Herdwatch fully reserves the right to modify, withdraw, suspend or restrict the availability of the Service or any part of it and without notice to You. Herdwatch cannot be held responsible nor be liable to You in the event that an internet connection is broken for any reason and Your Content is not uploaded or is corrupted in any way. It is Your sole responsibility to ensure that any Content You upload using the Application is later checked and verified, particularly if you are in an area that is known or suspected of having intermittent internet access. If You are unsure if Your Content has been properly uploaded or not then please contact us and will use all reasonable endeavours to assist You.

Information provided via the Application is intended for the purposes of helping farmers better understand their business and animal health and viability and is not intended to be a complete substitute for professional advice and assistance and should be used in the same way as any reference tool and it is not be used as a stand-alone system. Herdwatch shall not be under any obligation to provide You with any maintenance or support relating to the provision of the Service.

Herdwatch will not be responsible for maintaining or providing any equipment or ancillary services needed to connect to or access the Service, including, without limitation, hardware devices, software, internet connection etc. You will be fully responsible for ensuring that all equipment or ancillary services are compatible with the Application and will be responsible for all charges in connection with the same. Herdwatch would recommend never using the Application whilst driving equipment or where there is any risk of personal injury or accident and You hereby warrant and represent that You will not do so.

The Application is intended for the use of farmers within the Republic of Ireland only. If you access the Application from outside the Republic of Ireland you do so at your own risk and are responsible for compliance with the laws of your own jurisdiction.

To the maximum extent permitted by law, Herdwatch shall not be liable to You for the use or inability to use the Service, whether in contract, tort (including negligence) or otherwise for:

  • any indirect, consequential or special loss or damage whatsoever (even if advised of the possibility of such damages);
  • any loss of profit, loss of anticipated savings, loss of business, loss of goodwill, loss of data or other such financial or business loss or damage;
  • any other loss or damage in an amount exceeding the amount of the fees paid by You in respect of the Application in the 12 month period preceding the date on which such liability arose.

6. Storage of Content


Although Herdwatch does use a third party cloud storage provider that employs the latest in secure technology for back up of all Content please note that Herdwatch will not be held solely responsible for the storage and/or back up of Content that You upload using the Service. It is highly recommended that You make your own independent arrangements for the storage and/or back-up of Your Content using standard best practice with respect to the same.

7. Notices


All notices shall be given to Herdwatch via e-mail at: info@herdwatch.com or by post to Herdwatch’s land address as set out under clause 1 of this Agreement.

8. Links


The Service may contain links to websites and other resources however Herdwatch is not responsible and shall not be held liable for the availability or content of these resources. No endorsement or approval of any such third party websites, their advice, opinions, information, products or services is expressed or implied by any information on the Site or elsewhere via the provision of the Service and where we provide links to other websites it is done for your convenience only and shall be at your own risk and we shall not be liable for any damages arising in connection therewith.

9. Purchases, Subscriptions and Accounts


Purchases


If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit or debit card ("payment card") number, the expiration date of your payment card, your billing address, and your shipping information if applicable.

You represent and warrant that: (i) you have the legal right to use any payment card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.

We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.

Contests, Sweepstakes and Promotions


Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

Free Trial


We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by FRS Herdwatch Ltd until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, we reserve the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Subscriptions and Other Charges


Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plans available at the time of purchase or renewal, and which plan you select when purchasing or renewing a Subscription.

Some parts of the Service are billed separately to your Subscription ("Other Charges"). Other Charges may be billed as and when you incur them, or in arrears on a recurring and periodic basis which may or may not match the Billing Cycle of your Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew at the same conditions (excluding any extra subscription time or any one-time/expired discount(s) that may have been offered at time of purchase), or the then closest available subscription plan and Billing Cycle (see "Fee and Billing Cycle Changes" section below), unless you cancel it or we cancel it. You may cancel your Subscription renewal by contacting our customer support team before the renewal date.

A payment card is required to process the payment for your Subscription. You shall provide us with accurate and complete billing information including full name, address, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorise us to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee and Billing Cycle Changes


FRS Herdwatch Ltd, in its sole discretion and at any time, may modify the Subscription fees and/or Billing Cycle for the Subscriptions. Any Subscription fee or Billing Cycle change will become effective at the end of the then-current Billing Cycle.

We will provide you with a reasonable prior notice of any change in Subscription fees or Billing Cycle to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee or Billing Cycle change comes into effect constitutes your agreement to pay the modified Subscription fee amount according to the modified Subscription fees or Billing Cycle.

Refunds


Certain refund requests for Subscriptions may be considered by FRS Herdwatch Ltd on a case-by-case basis and granted in sole discretion of FRS Herdwatch Ltd. Click here to see our Refunds Policy

Free Services


We may, at our sole discretion, offer parts of our Service for free ("Free Services").

At any time and without notice, we reserve the right to (i) modify the Free Services, or (ii) cancel such Free Services.

Accounts


When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.

Termination


This Agreement and your access to the Service may be terminated by Herdwatch at any time or by written notice if (in the sole and reasonable opinion of Herdwatch) You are in breach of this Agreement and the breach is not properly remedied (which shall also be decided in the sole discretion of Herdwatch) within the period of 7 days after written notice of the breach has been given to You.

Payment for the Application may only be made via debit card or credit card over the telephone or the internet – no cash or cheques will be accepted.

10. Dispute Resolution


Should there be any dispute arising out of this Agreement the parties shall use every effort to agree it informally, however, if that fails to resolve the matter then on the written request of any party it can be referred to an independent mediator, the identity of whom shall be agreed between the parties. In the event the mediator cannot be agreed by the parties within 14 days of one party’s written request to appoint a mediator, the Dublin office of the International Centre for Dispute (“ICDR”) Resolution shall appoint a single independent mediator in accordance with the rules of the ICDR. The costs of the mediation shall be shared equally and the place of conduct of the mediation shall be Dublin, Ireland. In the event that within a period of 30 days of the appointment of a mediator, the mediator is unable to resolve the dispute, the parties may submit the matter to the exclusive jurisdiction of the Irish Courts.

11. General and Applicable Law and Jurisdiction


No failure or delay on the part of Herdwatch relating to the exercise of any right, power, privilege or remedy provided under this Agreement shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any proceeding or succeeding breach by the other party to this Agreement.
Herdwatch shall be under no liability to You in respect of anything, which notwithstanding this provision, may constitute a breach of this Agreement arising by reason of force majeure which includes Act of God and failure of third party delivery agents.

This Agreement (which shall incorporate the Herdwatch privacy and other policies and/or procedures as applicable) contains the full and complete understanding between the parties and supersedes and replaces all prior arrangements, terms, representations and understandings whether written or oral relating to the subject matter of this Agreement and neither You nor Herdwatch shall be bound by any variation or addition to this Agreement unless agreed in writing and signed by duly authorised representatives from both sides. If any parts of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. In the event of any inconsistency between the terms of this Agreement and/or any other third party terms and conditions the terms of this Agreement shall prevail.

This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts.

11. Changes


We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.